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Proposed Voluntary Delisting Of Hengxin Technology Ltd. From The ...

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Registered Shares. Even if such Singapore Shareholders were able to sell their<br />

Singapore Registered Shares, they may receive a lower price as compared with the<br />

price at which the Shares are traded on the HKSE.<br />

Cost not justifiable<br />

<strong>The</strong> additional and recurring costs of maintaining listing in two (as opposed to one)<br />

stock exchanges (including the compliance costs) are not justifiable in view of the<br />

above and in the long-term. <strong>The</strong> resources saved can be better channelled for use in<br />

the business of the Company and in turn benefit Shareholders as a whole.<br />

9.2 Rationale for the Exit <strong>Of</strong>fer<br />

Under Rule 1309(1) of the SGX-ST Listing Manual, an issuer seeking to delist from<br />

the <strong>Of</strong>ficial List of the SGX-ST should procure that a reasonable exit alternative,<br />

which should normally be in cash, should be offered to Shareholders and holders of<br />

any other classes of listed securities to be delisted. <strong>The</strong> <strong>Of</strong>feror believes that the<br />

<strong>Delisting</strong> is in the best interests of the Company and is providing the Exit <strong>Of</strong>fer to<br />

support the <strong>Delisting</strong> in order to comply with Rule 1309(1) of the SGX-ST Listing<br />

Manual.<br />

9.3 <strong>Of</strong>feror’s intentions for the Company<br />

Following completion of the Exit <strong>Of</strong>fer, the <strong>Of</strong>feror intends to maintain the<br />

Company’s listing on the HKSE, continue the existing principal activities of the<br />

Company and its subsidiaries (the ‘‘Group’’) and has no plans for any changes to the<br />

existing businesses or employees of the Group or to redeploy the fixed assets of the<br />

Group.<br />

<strong>The</strong> Board has noted the intentions of the <strong>Of</strong>feror in respect of the Company and its<br />

employees as stated above. It is willing to render reasonable co-operation with the<br />

<strong>Of</strong>feror for the smooth running of the business of the Group.<br />

9.4 Maintaining the listing status on the HKSE of the Company<br />

<strong>The</strong> <strong>Of</strong>feror intends to maintain the listing of the Shares on the HKSE after the close<br />

of the Exit <strong>Of</strong>fer.<br />

In the event that after completion of the Exit <strong>Of</strong>fer, the public float of the Company<br />

falls below 25%, the Directors and the directors of the <strong>Of</strong>feror will undertake to the<br />

HKSE that they will take appropriate steps to restore the minimum public float as<br />

required under the HKSE Listing Rules as soon as possible following the close of the<br />

Exit <strong>Of</strong>fer to ensure that sufficient public float exists for the Shares.<br />

According to the HKSE Listing Rules, if, upon closing of the Exit <strong>Of</strong>fer, less than the<br />

minimum prescribed percentage applicable to the Company, being 25%, of the issued<br />

Shares are held by the public or if the HKSE believes that (i) a false market exists or<br />

may exist in the trading of the Shares; or (ii) there are insufficient Shares in public<br />

hands to maintain an orderly market, then it will consider exercising its discretion to<br />

suspend trading in the Shares.<br />

–11–

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